CureVac Shares Cease Trading Following BioNTech Acquisition Finalization

CureVac NL0015436031

The independent public listing of CureVac has concluded. BioNTech has completed its takeover of the company, resulting in the immediate delisting of CureVac shares from the Nasdaq exchange. The change took effect on January 16, leaving former shareholders' investment fortunes tied directly to BioNTech's performance.

BioNTech finalized the operational aspects of the acquisition in early January, securing sole ownership of all CureVac operating entities. The exchange offer presented by BioNTech was accepted for approximately 86.75% of CureVac's outstanding shares, equating to 195,341,219 individual shares.

Remaining minority shareholders who did not tender their holdings received identical consideration through a squeeze-out procedure, a mandatory transfer mechanism. Furthermore, CureVac N.V. was legally replaced by CureVac Merger B.V. in a statutory merger. These steps ensure no publicly held CureVac shares remain.

Key Transaction Details:
- Shares Tendered: 195,341,219 (86.75%)
- Exchange Ratio: 0.05363 BioNTech ADS per CureVac Share
- Implied Transaction Value: Approximately $1.25 billion USD
- Delisting Effective: January 16
- Legal Successor Entity: CureVac Merger B.V.

Exchange Mechanics and Transaction Timeline

Initially announced on June 12, 2025, the all-stock deal provided CureVac investors with 0.05363 BioNTech American Depositary Shares (ADS) for each share they held. This ratio was determined using the volume-weighted average price of BioNTech ADS over a 10-trading day period ending November 25, 2025.

The formal process has now closed. CureVac's extraordinary general meeting voted in favor of the offer on November 25 by a margin exceeding 99%. The exchange offer itself concluded on December 18, followed by the post-offer reorganization on January 6.

Post-Acquisition Integration and Regulatory Steps

Following the closing, CureVac's former executive board members resigned voluntarily. BioNTech management now oversees the acquired unit, though CureVac will maintain its existing operational processes during an initial transition phase.

BioNTech also intends to terminate CureVac's registration with the U.S. Securities and Exchange Commission (SEC). This action would relieve the entity of ongoing public company reporting obligations. The termination is slated to become effective 90 days after the required filing is made.

A tax note for former CureVac shareholders: Those who received consideration via the post-offer reorganization were subject to Dutch dividend withholding tax. While the statutory rate is 15%, BioNTech reported an effective rate of 3.01% was applied, justified by tax-recognized capital components.

Initial insights into the integration progress are anticipated when BioNTech releases its fourth-quarter 2025 financial results, expected by the end of February.